How to Negotiate Your Deal

Welcome back to another edition of The Wise Exit newsletter. This week, we’re covering: 

• Why most founders give away leverage before negotiations even start

• What separates founders who close on their terms vs. those who don't

• 3 things you can do this week to show up stronger at the negotiating table

Let’s get to it.

💡 This Week’s Big Idea

How to Negotiate Your Deal Without Leaving Money on the Table

One of the most common things I hear from founders after they've just sold their business is some version of:

"I feel like I left money on the table."

And the reality is, a lot of them did. They didn’t have an unsellable business, by any means. But oftentimes, founders just aren’t prepared to negotiate their business like a buyer is.

Because how you negotiate and structure your deal matters just as much as what your business is actually worth. I've heard stories of great businesses that got mediocre outcomes, and founders who walked away with life-changing numbers, all because they showed up prepared.

So how can you actually negotiate your deal so you can maximize what you walk away with?

Here are four ways:

1. Know your number

Everything starts with knowing your number. Not a gut feeling or what your neighbor sold his company for three years ago. A real, professional valuation based on actual data. Because if you walk into the deal room without a clear and defensible asking price, a sophisticated buyer will set the tone from the start. And that tone will always favor them.

2. Be selective about who you’re negotiating with

Not every interested buyer deserves your time. The ones worth engaging with are the ones who understand what you've built beyond just the revenue. Strategic buyers who see the full picture will pay for it. The ones just feeling things out won't. Learning to tell the difference early on is one of the most valuable things you can do to ensure you walk away with the best deal possible.

3. Keep running your business simultaneously

One of the hardest parts of an M&A transaction and negotiation is that while all of this is happening, you still need to keep running your business. I get it, a sale process is exhausting and can be distracting if you’re not careful. But the moment your performance dips mid-process, buyers will notice, giving them ammunition to renegotiate. That alone creates doubt and kills deals that should have closed.

4. Get clear on what you want post-exit

Don’t wait until the finish line to get clear on what you actually want after the deal closes. Your post-sale expectations absolutely need to be part of the exit conversation from the start. Early on, you should be thinking about what you want out of life, both personally and financially. Because that will steer every negotiation discussion. Trying to figure that out when everyone's exhausted and ready to sign is one of the most common ways founders give up terms they didn't have to.

The harsh truth is, you don't walk away with the exit outcome you deserve just because you built something valuable. You walk away with it because you stayed engaged, surrounded yourself with the right people, and knew exactly what you had when you sat down at that table.

Reply to this email or contact us here if you want to talk through where you're at. We’re always happy to help.

❓ 5 Key Questions to Ask Yourself This Week

1️⃣ Do I have a professional, defensible valuation, or am I relying on a number I came up with myself?

2️⃣ Have I clearly defined what my ideal buyer actually looks like, beyond just their ability to write a check?

3️⃣ Is my business currently performing at the level I'd want a buyer to see today?

4️⃣ Am I actively involved in every stage of the deal process, or am I leaving too much to advisors and just hoping for the best?

5️⃣ Have I thought through my post-sale expectations, and do my advisors and potential buyers know what those are?

📋 3 Action Items for This Week

☑️ Get a real valuation: If you haven’t gotten a professional valuation yet, get one. That doesn’t mean you have to put your business on the market this week. It’s just to understand what you're actually working with. You can't negotiate a number you don't understand.

☑️ Build your ideal buyer profile: Write down exactly what the right buyer looks like for your business. Industry, size, strategic fit, motivation. The more specific you are, the better positioned you'll be to qualify buyers quickly and focus your energy on the ones who actually matter.

☑️ Write down your post-sale expectations: Are you hoping for a clean exit? A 12-month transition? Staying on in an advisory role? Whatever it is, get clear on it now and make sure it's part of the conversation from the start, not a surprise at the finish line.

That's all for this week.

Remember, you’ve put too much into building your business just to give it away in the final stretch.

Reach out whenever you're ready to talk through your deal strategy or need help preparing for the negotiating table.

Talk next week,

Brian Dukes
Managing Partner at Exitwise